SEC Form 4 · accession 0001104659-15-013580
NPS PHARMACEUTICALS INC · NPSP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric Pauwels
Officer — President, NPS Pharma Int'l
Period of report
Feb 21, 2015
Accepted (ET)
Feb 24, 2015 · 9:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000890465
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 21, 2015 | U | 30,029 | $46.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F1,F10 | $38.27 | Feb 21, 2015 | D | 22,099 | D | — | Feb 12, 2024 | Common Stock | 22,099 | 0 | D |
| Stock Options (right to buy)F1,F11 | $8.23 | Feb 21, 2015 | D | 55,564 | D | — | Feb 13, 2023 | Common Stock | 55,564 | 0 | D |
| Stock Options (right to buy)F1,F12 | $8.21 | Feb 21, 2015 | D | 6,475 | D | — | Feb 7, 2022 | Common Stock | 6,475 | 0 | D |
| Stock Options (right to buy)F1,F13 | $6.92 | Feb 21, 2015 | D | 160,000 | D | — | Oct 17, 2021 | Common Stock | 160,000 | 0 | D |
| Restricted Stock UnitsF4,F2,F3 | — | Feb 21, 2015 | D | 4,362 | D | — | — | Common Stock | 4,362 | 0 | D |
| Restricted Stock UnitsF4,F2,F5 | — | Feb 21, 2015 | D | 5,575 | D | — | — | Common Stock | 5,575 | 0 | D |
| Restricted Stock UnitsF4,F2,F6 | — | Feb 21, 2015 | D | 8,101 | D | — | — | Common Stock | 8,101 | 0 | D |
| Performance UnitsF9,F7,F8 | — | Feb 21, 2015 | D | 10,000 | D | — | — | Common Stock | 10,000 | 0 | D |
Explanation of responses
- F1In connection with the merger of Knight Newco 2, Inc. with and into NPS Pharmaceuticals, Inc. (the "Issuer") on February 21, 2015, each outstanding stock option, whether vested or unvested, was cancelled in exchange for a single lump sum cash payment in an amount equal to the product of (1) the number of shares of the Issuer's common stock subject to such stock option and (2) the execess, if any, of $46.00 over the exercise price per share of such stock option.
- F10On February 12, 2014, the stock options were granted with one fourth vesting on the first anniversary of date of grant and 6.25% vesting every three months thereafter.
- F11On February 13, 2013, the stock options were granted with one fourth vesting on the first anniversary of date of grant and 6.25% vesting every three months thereafter.
- F12On February 7, 2012, the stock options were granted with one fourth vesting on the first anniversary of date of grant and 6.25% vesting every three months thereafter.
- F13On October 17, 2011, the stock options were granted with one fourth vesting on the first anniversary of date of grant and 6.25% vesting every three months thereafter.
- F2Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock.
- F3On February 12, 2015, the Restricted Stock Units were granted with (i) one third vesting on the first anniversary of date of grant, (ii) one third on the second anniversary of date of grant and (iii) one third on the third anniversary of date of grant.
- F4In connection with the merger of Knight Newco 2, Inc. with and into the Issuer on February 21, 2015, each outstanding Restricted Stock Unit was cancelled in exchange for a lump sum cash payment in an amount equal to the product of (1) $46.00 and (2) the number of shares of common stock subject to such Restricted Stock Unit.
- F5On February 12, 2014, the Restricted Stock Units were granted with (i) one third vesting on the first anniversary of date of grant, (ii) one third on the second anniverary of date of grant and (iii) one third on the third anniverary of date of grant.
- F6On February 13, 2013, the Restricted Stock Units were granted with (i) one third vesting on the first anniversary of date of grant, (ii) one third on the second anniverary of date of grant and (iii) one third on the third anniverary of date of grant.
- F7Each performance unit represents a contingent right to receive one share of the Issuer's common stock.
- F8On August 7, 2013, the Performance Units were granted subject to vesting based on the satisfaction of certain performance criteria by the Issuer and/or the reporting person during the performance periods.
- F9In connection with the merger of Knight Newco 2, Inc. with and into the Issuer on February 21, 2015, each outstanding Performance Unit was cancelled in exchange for a lump sum cash payment in an amount equal to the product of (1) $46.00 and (2) the number of shares of common stock subject to such Performance Unit, which number was determined as if the applicable performance objectives had been achieved at the target performance level.